Conditions of Sale
1. ACCEPTANCE - Any purchase order issued in response to this Proposal to sell is considered to Buyer’s acceptance of the Terms & Conditions contained herein. Seller hereby objects to any additional, different or conflicting terms or conditions set forth in Buyer’s purchase order. No terms, provisions, or conditions of Buyer’s purchase order shall be effective unless expressly accepted by Seller in writing.
2. ENTIRE AGREEMENT - The provisions herein set forth, plus all drawings, constitute the entire contract between the Seller and the buyer and supersede all prior Proposals, purchase orders, correspondence and other communication, whether written or oral, between the Seller and the Buyer. No provision ofthese Conditions of Sale shall be subject to change except by the written authorization of a properly authorized representative of the Seller.
3. PRICES/PAYMENT - Unless otherwise provided in the Proposal, terms of payment are net thirty (30) days and prices are Ex-Works Seller’s factory exclusive of sales or use taxes. All payments shall be in the legal currency of the United States unless otherwise designated in the Proposal. All prices are subject to exception or change without notice. Pricing errors may be corrected at any time. Any unpaid current balance shall bear interest at the rate of one and one-half percent (1 1/2%) per month from and after the date payment is due. The seller may, at any time and without obligation, suspend performance or require payment in cash, security, or other adequate assurances satisfactory to the Seller when, in the opinion of the Seller in its sole discretion, the financial circumstances of Purchaser warrant such action. Fee free credit card purchases are available with the following conditions: 1) the customer must present their credit card at time of order, 2) purchases will be limited to orders under $2,500 and to $5,000 total charges per month for domestic customers. Paying charges after the fact that are on open account will be charged a 3% processing fee. All card charges exceeding these limits will have the 3% fee added to the credit card charge. All deposits are considered non-refundable.
4. TAXES AND DUTIES - The amount of all applicable taxes (federal, state or local) will be charged unless the purchase order clearly states that the equipment or goods are tax exempt and an exemption certificate is on file at the Seller’s location. Any personal property taxes assessable on the equipment or goods required
for delivery shall be borne by the Buyer.
5. DELIVERY - Deliveries shall be INCOTERMS 2010 FCA Hendersonville Shipping Dock unless otherwise stated in the Proposal. Shipping dates given by the Seller are approximate and are based on prompt receipt of all necessary information regarding the order. The Seller will use its best efforts to meet the scheduled date shown on the face hereof, but does not guarantee to do so. Failure to make shipments as scheduled does not constitute a cause of cancellation and/or for damages of any character. In the event of any delay requested by the Buyer or any delay caused by lack of shipping instructions, the Seller will store all items ordered at the Buyer’s expense and risk and will invoice the Buyer for the full contract price of the equipment or goods on or after the date on which the same is ready for delivery.
6. TITLE AND RISK OF LOSS - Risk of loss or damage to the equipment or goods shall pass to Buyer at Seller’s Dock. Buyer will keep the equipment or goods insured to the full purchase price with Seller as the named loss payee and Seller retains a security interest in the equipment or goods until the purchase price is paid.
7. ENGINEERING DATA - All Engineering data, design information, engineering and shop drawings used on the completion of this order are the property of the Seller.
8. PATENT INDEMNIFICATION - The Seller agrees to indemnify Buyer from and against all claims, demands and suits based on allegations that the equipment or goods designed and manufactured by Seller constitutes an infringement of any patent, if the Seller is notified promptly of the assertion of any such allegation, and if the Seller is given authority to defend the same and reasonable information and assistance for the defense of the same. Upon notification of an infringement claim, the Seller reserves the right to do any of the following, at no cost to the Buyer: (a) Procure for the Buyer the right to continue using the equipment; or (b) Replace the same with non-infringing equipment; or (c) Modify the equipment so that it becomes non-infringing. The Seller does not assume liability for the infringement of any method and/or process patent or for infringement of any patent covering articles manufactured or produced in accordance with Buyer’s design.
9. RETURNS - No equipment or goods requiring repair or alleged to be defective is to be returned without written authorization by the Seller. Restocking fees may apply.
10. WARRANTY AND LIMITATION OF LIABILITY - All equipment and goods are warranted by the Seller to be free from defects in material and workmanship as follows:
Primary Hoppers with Cast-In Heaters
Seven (7) years from date of shipment
Pattern Controllers, Hot Melt Hoses, Motors, Pumps and Printed Circuit Boards
Twelve (12) months or 2,000 hours from date of shipment, whichever occurs first
Applicators & Mechanical Assemblies
Twelve (12) months or 2,000 hours from the date of shipment, whichever occurs first.
Electrical Components (i.e. Heaters, sensors, relays, lamps and other electrical parts)
THIS WARRANTY DOES NOT APPLY TO EQUIPMENT OR GOODS WHICH ARE MISUSED, OR ABUSED, OR DAMAGED FROM INSTALLATION, OR NOT USED IN ACCORDANCE WITH SELLER’S INSTRUCTIONS. NORMAL WEAR OF EQUIPMENT OR GOODS ARE NOT INCLUDED IN THIS WARRANTY. Equipment or goods not manufactured by the Seller but supplied through the Seller shall carry the warranty of the original manufacturer. THE SELLER’S SOLE LIABILITY UNDER THIS WARRANTY SHALL BE LIMITED TO EITHER REPLACING OR REPAIRING WITHOUT CHARGE, AT ITS FACTORY OR ELSEWHERE AT ITS DISCRETION, ANY EQUIPMENT OR GOODS NOT MEETING THIS WARRANTY, OR AT SELLER’S OPTION, REFUNDING THE PURCHASE PRICE. THE SELLER SHALL IN NO EVENT BE LIABLE FOR ANY OTHER DIRECT OR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER THIS CONTRACT OR OTHERWISE. The warranties of the Seller do not cover, and the Seller makes no warranty with respect to any defect, failure, deficiency, or error which is: (a) Not timely reported to the Seller; or (b) Due to misapplication, modification, disassembly, abnormal conditions of temperature, dirt or corrosive matter; or (c) Due to operation, either intentional or otherwise, above rated capacities or in an otherwise improper manner. Seller assumes no responsibility for the quality or performance of coatings, adhesives or other materials used with Seller’s equipment or goods. All claims must be brought within one (1) year of sale or identification of a defect. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. GOVERNING LAW - ANY CONTRACT RESULTING OUT OF THIS PROPOSAL SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. Any legal action to enforce any right granted by this contract must be filed within one (1) year after delivery, or for warranty claims, within one (1) year of the expiration of the applicable warranty period. ITW Dynatec’s products and services are subject to the most current version of ITW Dynatec’s Terms and Conditions of Sale, which may be found at www.itwdynatec.com. The terms and conditions for the sale of ITW Dynatec’s products and services are limited to those contained in ITW’s Terms and Conditions of Sale and any additional or different terms and conditions in any form delivered by customer are deemed to be material alterations and are hereby rejected. Commencement of any work by ITW or acceptance of delivery of any products by customer shall constitute customer's acceptance of ITW’s Terms and Conditions of Sale.
QA138, Rev 6, 12/08/2015